Exhibit 3.3


                             AMENDMENT TO BY-LAWS OF

                      LEXINGTON CORPORATE PROPERTIES TRUST

                         (EFFECTIVE AS OF JUNE 17, 2003)



           Article 1, Section 1.10 of the Bylaws shall be deleted in its
entirety and replaced with the following:

           SECTION 1.10. Informal Action by Shareholders. Except as provided
below, any action required or permitted to be taken at a meeting of shareholders
may be taken without a meeting if there is filed with the records of
shareholder's meetings a unanimous written consent which sets forth the action
and is signed by each shareholder entitled to vote on the matter and a written
waiver of any right to dissent signed by each shareholder entitled to notice of
the meeting but not entitled to vote at it. Unless the Declaration of Trust
provides otherwise, the holders of any class of shares, other than the common
stock of the Company entitled to vote generally in the election of trustees, may
take action or consent to any action by delivering a written consent of the
shareholders entitled to cast not less than the minimum number of votes that
would be necessary to authorize or take any such action at a shareholders
meeting, provided that the Company gives notice of the action to each
shareholder not later than 10 days after the effective time of the action.

           Article 3, Section 3.01 of the Bylaws shall be deleted in its
entirety and replaced with the following:

           SECTION 3.01. Committees. The Board of Trustees may appoint from
among its members an Audit Committee, a Compensation Committee and other
committees composed of one or more trustees and delegate to these committees any
of the powers of the Board of Trustees, except (i) the power to authorize
dividends on stock (other than as provided below), (ii) elect directors, (iii)
issue stock (other than as provided below), (iv) recommend to the shareholders
any action which requires shareholder approval, (v) amend these By-Laws, or (vi)
approve any merger or share exchange which does not require shareholder
approval. The entire Audit Committee shall be trustees who are independent of
management. The entire Compensation Committee shall be trustees who are
"disinterested persons" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended. If the Board of Trustees has given general
authorization for a distribution and provides for or establishes a method or
procedure for determining the maximum amount of the distribution, a committee of
the Board of Trustees or an officer of the Company, in accordance with that
general authorization, may fix the amount and other terms of the distribution.
If the Board of Trustees has given general authorization for the issuance of
beneficial interest, a committee of the Board of Trustees, in accordance with a
general formula or method specified by the Board of Trustees by resolution or
adoption of a beneficial interest option or other plan, may fix the terms of
beneficial interest subject to classification or reclassification and the terms
on which any beneficial interest may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board of
Trustees.





           Article 6, Section 6.01 of the Bylaws shall be deleted in its
entirety and replaced with the following:

           SECTION 6.01. Certificates for Shares of Beneficial Interest. The
Board of Trustees may determine to issue certificated or uncertificated shares
of beneficial interest and other securities of the Company. For certificated
shares of beneficial interest, each shareholder is entitled to certificates
which represent and certify the shares of beneficial interest the shareholder
holds in the Company. Each certificate (a) shall be in such form, not
inconsistent with law or with the Declaration of Trust, as shall be approved by
the Board of Trustees or any officer or officers designated for such purpose by
resolution of the Board of Trustees, (b) shall include on its face the name of
the Company, the name of the shareholder or other person to whom it is issued,
and the class of shares of beneficial interest and number of shares of
beneficial interest it represents, (c) shall be signed by the Chairman of the
Board of Trustees, the President, or a Vice-President, and countersigned by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, (d)
may be sealed with the actual seal of the Company or a facsimile of it or in any
other form and signatures may be either manual or facsimile signatures. Each
certificate shall also include on its face or back (a) a statement of any
restrictions on transferability and a statement of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the shares of beneficial interest of each class which the Company
is authorized to issue, of the differences in the relative rights and
preferences between the shares of beneficial interest of each series of a
preferred or special class in a series which the Company is authorized to issue,
to the extent they have been set, and of the authority of the Board of Trustees
to set the relative rights and preferences of subsequent series of a preferred
or special class of shares of beneficial interest or (b) a statement which
provides in substance that the Company will furnish a full statement of such
information to any shareholder on request and without charge.

           Such request may be made to the Secretary or to the transfer agent
for the shares of beneficial interest. Except as provided in the Maryland
Uniform Commercial Code - Investment Securities, the fact that a certificate
does not contain or refer to a restriction on transferability that is adopted
after the date of issuance does not mean that the restriction is invalid or
unenforceable. A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued. A certificate may
not be issued until the shares of beneficial interest represented by it are
fully paid. Upon the issuance of uncertificated shares of beneficial interest,
the Company shall send the shareholder a written statement of the same
information required above on the certificate and by the Maryland Uniform
Commercial Code - Investment Securities.

           Adopted by unanimous written consent of the Board of Trustees on June
6, 2003.